DURA AUTOMOTIVE SYSTEMS, INC.
SECTION 16 OFFICER/SENIOR EXECUTIVE EMPLOYMENT TERM SHEET
AGREEMENT
Dura Automotive
Systems, Inc. (“Company”) hereby employs the
individual(s) listed on the attached Exhibit A
(“Executive”) in the job positions listed in the same
Exhibit, subject to the terms set forth in this document, as well
as all other documents referenced herein.
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1.
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Job Position : Executive’s employment with
Company shall commence on the date reflected next to his/her name
in the attached Exhibit A. Executive shall be employed and
shall work in a full-time capacity in the job position reflected
next to his/her name in the attached Exhibit A. Except for the
position of President & Chief Executive Officer, all other
Executives shall report to the Company’s President &
Chief Executive Officer; the Company’s President & Chief
Executive Officer shall report directly to the Board of Directors.
Executive shall be based out of Company’s global headquarters
office, currently located in Rochester Hills, MI, unless otherwise
agreed. Executive’s job duties shall be similar to those of
similarly-situated executives in public companies, including but
not limited to the duties of his/her immediate Dura predecessor,
and as otherwise directed from time to time by the Company’s
President & Chief Executive Officer and/or Board of Directors.
Executive shall devote all of his/her time, attention, knowledge,
and skill solely and exclusively to the business and interests of
the Company, and the Company shall be entitled to all benefits and
profits arising from or incident to any and all work, services, and
advice of Executive; provided, however, that Executive shall not be
precluded from devoting personal time to personal investments or
from serving in outside director and/or advisory positions, as long
as such positions do not conflict with Executive’s ability to
fully perform his/her duties for the Company and as long as such
positions are approved in writing in advance by the Company’s
Board of Directors.
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2.
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Base Salary : Executive shall be paid a gross
annual base salary of the amount reflected next to his/her name in
the attached Exhibit A, less customary and statutory
withholdings and deductions (“Base Salary”). The Base
Salary shall be paid in accordance with the Company’s normal
payroll practices and cycles, and may be reviewed and adjusted from
time to time by the Company’s Board of Directors.
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3.
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Sign-On Bonus
: At the sole discretion
of the Company’s Board of Directors, Executive may be offered
a one-time lump sum sign-on bonus in the gross amount reflected
next to his/her name in the attached Exhibit A; provided,
however, that this sign-on bonus is being paid as an advance and is
not earned or accrued until Executive completes the first twelve
(12) calendar months of employment without his/her employment
ending for any reason (including Executive voluntarily resigning)
other than the Company terminating him/her without Cause (as Cause
is later defined in this document), and if Executive’s
employment ends prior to the conclusion of this first twelve
(12) month period (other than if the Company terminates
him/her without Cause), then Executive shall be immediately
obligated to repay the full gross amount of this sign-on bonus to
the Company within one (1) month of the employment cessation,
unless the Company in its sole discretion forgives this obligation
via a signed, written document. Executive agrees and permits the
Company to deduct this amount from his/her final paycheck and any
additional compensation amounts owed to Executive by the
Company.
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4.
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Annual Performance Bonus
: For each calendar year
commencing on or after January 1, 2009, Executive will be
eligible to earn an annual performance-based cash bonus
(“Annual Performance Bonus”) based upon achievement of
the Company’s performance plan, with a target award potential
as indicated in Exhibit A as a percent of Base Salary upon
achievement of 100% of the Company’s performance plan. The
terms of the Annual Performance Bonus shall be as set forth in the
Company’s written bonus plan (attached hereto as Exhibit B),
as amended by the Company from time to time. The Annual Performance
Bonus, if any, will be paid to Executive following the end of the
relevant calendar year, and no later than March 15 immediately
following the end of the calendar year in which the Annual
Performance Bonus was earned.
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5.
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Flexible Perquisites
: Executive shall be
paid an annual flexible perquisite in the gross amount reflected
next to his/her name in the attached Exhibit A, less customary
and statutory withholdings and deductions (provided, however, that
business use of the auto and club shall be treated as direct
reimbursement and thus non-taxable, unless current tax law changes
and requires the Company to treat it otherwise). This flexible
perquisite shall be paid and administered in accordance with the
Company’s written flexible perquisite plan (attached hereto
as Exhibit C), as amended by the Company from time to time.
This program provides reimbursement for expenses, such as company
auto, country club membership or other memberships, financial
counseling, auxiliary life insurance, and a short list of other
allowable expenses.
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6.
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Equity : Executive shall be eligible to
participate in the Company’s Equity Incentive Plan, subject
to and in accordance with its terms.
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7.
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Change of Control
: Executive shall
be
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